EXHIBIT 10(iii)(r)
                                                     Page 1 of 14

                     INGERSOLL-RAND COMPANY
      EXECUTIVE DEFERRED COMPENSATION AND STOCK BONUS PLAN

1.   Statement of Purpose
     The purpose of the Ingersoll-Rand Company Executive Deferred
     Compensation and Stock Bonus Plan (the "Plan") is to further
     increase the mutuality of interest between Ingersoll-Rand
     (the "Company"), the employees and stockholders by providing
     certain of the Company's highly compensated employees the
     opportunity to elect to defer receipt of cash compensation,
     and to have the deferred amounts treated as if invested in
     Company stock.

2.   Definitions

          2.1  Beneficiary - "Beneficiary" means the person or
          persons designated as such in accordance with Section
          8.

          2.2  Change in Control - "Change in Control" shall have
          the same meaning as a "change in control of the
          Company" (as set forth in the Company's Incentive Stock
          Plan of 1995), unless a different definition is used
          for purposes of any severance of employment agreement
          or change of control arrangement between the Company
          and a Participant, in which event such definition shall
          apply.

          2.3  Class Year - "Class Year" means such calendar year
          for which Compensation may be deferred pursuant to the
          Plan.

          2.4  Committee - "Committee" means the Compensation and
          Nominating Committee of the Board of Directors of the
          Company, which will administer the Plan pursuant to the
          provisions of Section 3 of the Plan.

          2.5  Compensation - "Compensation" means the
          Participant's annual cash bonus award.

                                                     Page 2 of 14
                                                                 
                                                                 
          2.6  Declining Balance Installments - "Declining
          Balance Installments" means a series of annual payments
          such that each payment is determined by taking the
          number of units in the Participant's Deferred
          Compensation Account as of the Distribution Date and
          dividing by the number of years of distributions
          remaining.

          2.7  Deferral Amount - "Deferral Amount" means the
          amount of Elective Deferred Compensation actually
          deferred by the Participant.

          2.8  Deferred Compensation Account - "Deferred
          Compensation Account" means the account maintained on
          the books of account of the Company for each
          Participant pursuant to Section 6.

          2.9  Disability - "Disability" means the Participant is
          eligible to receive benefits under a long term
          disability plan maintained by the Company.

          2.10 Distribution Date - "Distribution Date" means the
          date on which the Company makes distributions from the
          Participant's Deferred Compensation Account.

          2.11 Election Form - "Election Form" means the form or
          forms attached to this Plan and filed with the
          Committee by the Participant in order to participate in
          the Plan.  The terms and conditions specified in the
          Election Form(s) are incorporated by reference herein
          and form a part of the Plan.

          2.12 Eligible Employee - "Eligible Employee" means
          Elected Officers of the Company, Division General
          Managers, and those other employees of the Company who
          have been selected by the Chief Executive Officer of
          the Company.

          2.13 IR Stock - "IR Stock" means the common stock of
          Ingersoll-Rand Company.

          2.14 Normal Retirement - "Normal Retirement" means
          termination of employment by a Participant after he/she
          has attained age 65 (62 for Elected Officers).


                                                     Page 3 of 14
                                                                 
                                                                 
          2.15 Participant - "Participant" means an Eligible
          Employee participating in the Plan in accordance with
          the provisions of Section 4.

          2.16 Supplemental Contribution - "Supplemental
          Contribution" means an additional amount to be credited
          to a Participant's Deferred Compensation Account equal
          to twenty percent (20%) of the Participant's Deferral
          Amount for a Class Year.

          2.17 Valuation Date - "Valuation Date" means the date
          on which the value of a Participant's Deferred
          Compensation Account for each Class Year is determined
          as provided in Section 6 hereof.

3.   Administration of the Plan
     This Plan shall be administered by the Committee (or any
     successor committee) of the Board of Directors of the
     Company.  The primary responsibility of the Committee is to
     administer the Plan for the exclusive benefit of the
     Participants and their Beneficiaries, subject to the
     specific terms of the Plan.  The Committee shall administer
     the Plan in accordance with its terms to the extent
     consistent with applicable law, and shall have the power to
     determine all questions arising in connection with the
     administration, interpretation, and application of the Plan.
     Any such determination by the Committee shall be conclusive
     and binding upon all affected parties.  Any denial by the
     Committee of a claim for benefits under this Plan by a
     Participant or Beneficiary shall be stated in writing by the
     Committee and delivered or mailed to the Participant or
     Beneficiary.  Such notice shall set forth the specific
     reasons for the Committee's decision.  In addition, the
     Committee shall afford a reasonable opportunity to any
     Participant or Beneficiary whose claim for benefits has been
     denied for a review of the decision denying this claim.


                                                     Page 4 of 14


4.   Participation
     Any Eligible Employee may elect to participate in the Plan
     for a given Class Year by filing a completed Election Form
     for the Class Year with the Committee.  The Election Form
     must specify the percentage or dollar amount of any
     Compensation otherwise payable during such Class Year that
     will be deferred under the Plan.  The minimum dollar amount
     that a Participant may defer under the Plan for any Class
     Year is $5,000.  Any election to defer compensation is
     irrevocable upon the filing of the Election Form with the
     Committee, and must be completed and returned to the
     Committee no later than the December 31 immediately
     preceding such Class Year, or such earlier date as the
     Committee may specify.  If an Eligible Employee fails to
     sign and return a properly completed Election Form by such
     date, the executive will be ineligible to defer Compensation
     under the Plan for the following Class Year.

5.        Vesting of Deferred Compensation Account

          5.1. Deferral Amount.  A Participant shall vest
          immediately in the portion of his/her Deferred
          Compensation Account attributable to the Participant's
          Deferral Amount and any dividend equivalents credited
          thereto.

          5.2. Supplemental Contribution.  A Participant shall
          vest in the portion of his/her Deferred Compensation
          attributable to any Supplemental Contributions and any
          dividend equivalents credited thereto on the earliest
          of: (1) the fifth anniversary of the date the
          Supplemental Contribution is credited to the
          Participant's Deferred Compensation Account; (2) the
          date of the Participant's Normal Retirement; (3) the
          Participant's death; (4) a Change in Control; or (5) a
          termination of the Plan pursuant to Section 9.2.


                                                     Page 5 of 14


6.        Accounts and Valuations

          6.1  Deferred Compensation Accounts.  The Committee
          shall establish and maintain a separate Deferred
          Compensation Account for each Participant for each
          Class Year.  All Deferral Amounts shall be credited to
          the Participant's Deferred Compensation Account on the
          date when the Compensation is approved by the Company's
          Board of Directors.

          6.2  Account Valuation.  The value of each Deferred
          Compensation Account shall be based upon the value of
          IR Stock.  All Deferral Amounts and related
          Supplemental Contributions shall be credited to a
          Participant's Deferred Compensation Account in units,
          or fractional units, with each unit having a value
          equivalent to one share of IR Stock.  The number of
          such credited units shall be determined by dividing the
          value of the Participant's Deferral Amount (or
          Supplemental Contributions) by the mean of the high and
          low prices of one share of IR Stock on the New York
          Stock Exchange-Composite Tape on the date the
          Compensation is credited to the Participant's Deferred
          Compensation Account.  Dividends paid on IR Stock shall
          be reflected in a Participant's Deferred Compensation
          Account by the crediting of additional units or
          fractional units, equal to the value of the dividends
          and based upon the mean of the high and low prices of
          one share of IR Stock on the New York Stock Exchange-
          Composite Tape on the date such dividends are paid.

          6.3  Valuation in Event of Change in Control.  In the
          event of a Change in Control, the value of each
          Deferred Compensation Account shall be determined by
          multiplying the number of units by the Fair Market
          Value of one share of Common Stock as provided in
          Section 10(b) of the Company's Incentive Stock Plan of
          1995 or, for those Participants with change in control
          arrangements, the Company Stock Value as defined
          thereunder.

                                                     Page 6 of 14


          6.4  Changes in Capitalization.  If there is any change
          in the number or class of shares of IR Stock through
          the declaration of a stock dividend or other
          extraordinary dividends, or recapitalization resulting
          in stock splits, or combinations or exchanges of such
          shares or in the event of similar corporate
          transactions, the units in each Participant's Deferred
          Compensation Account shall be equitably adjusted to
          reflect any such change in the number or class of
          issued shares of IR Stock or to reflect such similar
          corporate transaction.

7.   Distribution of Accounts

          7.1  Normal Retirement Benefits.  For Participants who
          terminate as a result of Normal Retirement, all
          Deferred Compensation Account balances shall be
          distributed in a lump sum on the later of (i) the first
          business day of the sixth month following the
          Participant's Normal Retirement, or (ii) the first
          business day of the calendar year following the
          Participant's Normal Retirement.  Notwithstanding the
          foregoing, the Participant may elect in writing (at
          least twelve months prior to Normal Retirement) to
          receive the Deferred Compensation Account balances in:
          (a) a lump sum in January of the year specified by the
          Participant (but no later than five years following the
          Participant's Normal Retirement); or (b) in up to five
          annual installments payable each January commencing
          with the year following Normal Retirement.  Annual
          installments shall be paid in Declining Balance
          Installments.

          7.2  Termination of Employment Prior to Normal
          Retirement.  If employment with the Company terminates
          prior to Normal Retirement, then the vested portion of
          the Participant's Deferred Compensation Accounts shall
          be distributed in a lump sum as soon as practicable
          following the Participant's termination of employment,
          unless the Committee, at their sole discretion, agrees
          to permit distribution alternatives such as those
          described in paragraph 7.l above.  For purposes of this
          Plan, Disability shall be deemed not to be a
          termination of employment.

                                                     Page 7 of 14


          7.3  Change in Control.  In the event of a Change in
          Control, all Deferred Compensation Account balances
          shall be valued pursuant to Section 6.3, and shall be
          distributed in cash in a lump sum within thirty (30)
          days following Normal Retirement, unless the
          Participant elects in writing (at least twelve months
          prior to Normal Retirement) to receive the Deferred
          Compensation Account balance in: (a) a lump sum in
          January of the year specified by the Participant (but
          no later than five years following the Participant's
          Normal Retirement); or (b) in up to five annual
          installments payable each January commencing with the
          year following Normal Retirement.  Annual installments
          shall be paid in Declining Balance Installments.the
          Change in Control.

          7.4  Liquidating Distributions.  Notwithstanding any
          provisions of the Plan to the contrary, the Company
          shall, as soon as practicable (but no later than 30
          days) following the receipt of a written request from a
          Participant for a Liquidating Distribution, pay to the
          Participant the Participant's Liquidating Distribution
          Account Balance(s) in a lump sum.  "Liquidating
          Distribution" shall mean a distribution requested by
          the Participant in writing directed to the Committee
          and specifically referencing this section and the Class
          Year(s) and Deferred Compensation Account(s) to which
          it applies.  "Liquidating Distribution Account Balance"
          means that portion of the Deferred Compensation Account
          under the Plan in which the Participant is vested.
          Notwithstanding any provision of the Plan or the
          Participant's Election Form to the contrary, if the
          Participant requesting the Liquidating Distribution is,
          at the time of the request, an active employee of the
          Company, then for a period of two (2) Class Years
          following the year during which the request for the
          Liquidating Distribution is made, the Participant shall
          be ineligible to participate in the Plan with respect
          to any Compensation not yet deferred.  In addition, the
          Participant shall forfeit any non-vested Supplemental
          Contributions in any Deferred Compensation Accounts
          distributed pursuant to this provision.

          7.5  Hardship Benefit.  In the event that the
          Committee, upon written petition of the Participant
          specifying the Class Year(s) and Deferred Compensation
          Account(s) from which payment shall be made, determines
          in its sole discretion, that the Participant has
          suffered an unforeseeable financial emergency, the
          Company may pay to the Participant in cash, as soon as

                                                                 
                                                     Page 8 of 14


          practicable following such determination, an amount
          appropriate under the circumstances, not in excess of
          the portion of the Deferred Compensation Account(s) in
          which the Participant is vested.  The Deferred
          Compensation Account(s) of the Participant shall
          thereafter be reduced to reflect the payment of a
          Hardship Benefit.  In addition, the Participant shall
          forfeit any non-vested Supplemental Contributions, if
          any, attributable to that portion of a Deferred
          Compensation Account balance distributed to the
          Participant.

          7.6  Form of Payments.  Except as provided in Sections
          7.3, 7.5, and 7.7 Aall benefits payable to a
          Participant or Beneficiary under the Plan shall be paid
          in IR Stock, with one share distributed for each unit.
          All fractional shares shall be payable in cash.

          7.7  Taxes; Withholding.  To the extent required by
          law, the Company shall withhold from payments made
          hereunder an amount equal to at least the minimum taxes
          required to be withheld by the federal or any state or
          local government.

8.   Beneficiary Designation
     If a Participant dies prior to receiving all Deferred
     Compensation Account balances, then the Participant's
     Beneficiary shall receive any unpaid amounts.  The
     Participant's Beneficiary under this Plan shall be the
     Participant's beneficiary under the Ingersoll-Rand Company
     Savings and Stock Investment Plan, unless the Participant
     designates another Beneficiary in writing, and such written
     designation has been received by the Committee.  A
     Participant may change the designated Beneficiary under this
     Plan at any time by providing such designation in writing to
     the Committee.

     If the Company is unable to determine a Participant's
     Beneficiary or if any dispute arises concerning a
     Participant's Beneficiary, the Company may pay benefits to
     the Participant's estate.  Upon such payment, the Company
     shall have no further liability hereunder.


                                                     Page 9 of 14


     If any distribution to a Beneficiary is to be made in
     installments, and the primary Beneficiary dies before
     receiving all installments, the remaining installments, if
     any, shall be paid to the estate of the primary Beneficiary.

9.   Amendment and Termination of Plan

          9.1  Amendment.  The Plan may, at any time and from
          time to time, be amended without the consent of any
          Participant or Beneficiary, (a) by the Board of
          Directors of the Company, or (b) in the case of
          amendments which do not materially modify the
          provisions hereof, the Committee; provided, however,
          that no such amendment shall reduce any benefits
          accrued under the terms of this Plan prior to the date
          of amendment.

          9.2  Termination of Plan
                    a.   Company's Right to Terminate.  The Board
               of Directors of the Company may terminate the Plan
               at any time and for any reason.

                    b.   Payments Upon Termination.  Upon any
               termination of the Plan under this section,
               Compensation shall prospectively cease to be
               deferred and, with respect to Compensation
               previously deferred, the Company shall pay to the
               Participant, in a lump sum, the value of his/her
               Deferred Compensation Accounts.

10.  Miscellaneous

          10.1 Unsecured General Creditor.  Benefits under the
          Plan shall be payable by the Company out of its general
          funds.  The Company shall have the right to establish a
          reserve or make any investment for the purposes of
          satisfying its obligations hereunder for payment of
          benefits at its discretion, provided, however, that no
          Participant or Beneficiary shall have any interest in
          such investment or reserve.  To the extent that any
          person acquires a right to receive benefits under this


                                                    Page 10 of 14


          Plan, such rights shall be no greater than the
          right of any unsecured general creditor of the Company.
          No Participant shall have any of the rights or
          privileges of a stockholder of the Company under the
          Plan, including as a result of the crediting of units
          to a Deferred Compensation Account, except at such time
          as IR Stock is actually delivered in settlement of a
          Deferred Compensation Account.

          10.2 Entire Agreement; Successors.  This
          Plan, including the Election Form and any subsequently
          adopted amendments to the Plan or Election Form, shall
          constitute the entire agreement or contract between the
          Company and any Participant regarding this Plan.  There
          are no convenants, promises, agreements, conditions or
          understandings, either oral or written, between the
          Company and any Participant relating to the subject
          matter hereof, other than those set forth herein.  This
          Plan and any amendment hereof shall be binding on the
          Company and the Participants and their respective
          heirs, administrators, trustees, successors and
          assigns, including but not limited to, any successors
          of the Company by merger, consolidation or otherwise by
          operation of law, and on all designated Beneficiaries
          of the Employee.

          10.3 Non-Assignability.  To the extent permitted by
          law, the right of any Participant or any Beneficiary in
          any benefit hereunder shall not be subject to
          attachment or any other legal process for the debts of
          such Participant or Beneficiary; nor shall any such
          benefit be subject to anticipation, alienation, sale,
          transfer, assignment or encumbrance.

          10.4 No Contract of Employment.  The establishment of
          this Plan or any modification hereof shall not give any
          Participant or other person the right to remain in the
          service of the Company or any of its subsidiaries, and
          all Participants and other persons shall remain subject
          to discharge to the same extent as if the Plan had
          never been adopted.


                                                    Page 11 of 14


          10.5 Authorization and Source of Shares.  Shares
          necessary to meet the obligations of the Plan have been
          reserved and authorized pursuant to resolutions adopted
          by the Board of Directors of the Company on December 4,
          1996, and additional shares shall be reserved and
          authorized for delivery under the Plan from time to
          time.  These shares may be provided from newly-issued
          or treasury shares.

          10.6 Gender, Singular and Plural.  All pronouns and any
          variations thereof shall be deemed to refer to the
          masculine, feminine, or neuter, as the identity of the
          person or persons may require.  As the context may
          require, the singular may be read as the plural and the
          plural as the singular.

          10.7 Captions.  The captions to the articles, sections,
          and paragraphs of this Plan are for convenience only
          and shall not control or affect the meaning or
          construction of any of its provisions.

          10.8 Applicable Law.  This Plan shall be governed and
          construed in accordance with the laws of the State of
          New Jersey.

          10.9 Severability.  If any provisions of this
          Plan shall, to any extent, be invalid or unenforceable,
          the remainder of this Plan shall not be affected
          thereby, and each provision of this Plan shall be valid
          and enforceable to the fullest extent permitted by law.

          10.10 Notice.  Any notice or filing required or
          permitted to be given to the Committee shall be
          sufficient if in writing and hand delivered, or sent by
          registered or certified mail, to the principal office
          of the Company at 200 Chestnut Ridge Road, Woodcliff
          Lake, NJ 07675, directed to the attention of the Vice
          President, Human Resources.  Such notice shall be
          deemed given as of the date of delivery or, if delivery
          is made by mail, as of the date shown on the postmark

                                                    Page 12 of 14


          on the receipt for registration or certification.
          Any notice to the Participant shall be addressed to the
          Participant at the Participant's residence address as
          maintained in the Company's records.  Any party may change the
          address for such party here set forth by giving notice
          of such change to the other parties pursuant to this
          Section.


                                                    Page 13 of 14
                                
                                
                     INGERSOLL-RAND COMPANY
      Executive Deferred Compensation AND Stock Bonus Plan
                          Election Form
                                
                                
Name:  _______________________   Social Security No: __________

Complete Sections A and B of this Form. In order to be effective,
you must submit your completed form to the Company by
_____________, ______.

A.   Deferred Compensation
     To complete this Section, indicate the total amount you want
     to defer (maximum 100%) from your annual cash bonus award
     otherwise payable to you in ________.
     
     I elect to defer the following amount from my annual cash
     bonus award otherwise payable to me in _______ (select one):
     
     1.      [ ]  ____________% of my
             award otherwise payable to me in _________.
     
     2.      [ ]  $____________ (minimum $5,000) of the award
             otherwise payable to me in _______.  If the total
             amount payable to me is less than the amount
             indicated, the deferral amount will be reduced to
             my total award.
     
     3.      [ ] I elect to defer that portion of my award that
             exceeds $____________.  If the deferred amount so
             determined is less than $5,000, the deferred portion will be
             increased to $5,000.
     
     4.      [ ] I elect to defer that portion of my award that
             exceeds $____________.  If the deferred amount so
             determined is less than $5,000, no amount will be
             deferred.
     
     If the total annual cash bonus award payable to me is less
     than $5,000, no amount will be deferred.

     
                                                    Page 14 of 14


B.        Acknowledgment
     
     Sign and date this Section.
     
     I agree to be bound by the terms and conditions of the Plan
     and agree that such terms and conditions shall be binding
     upon my beneficiaries and personal representatives.  I
     further acknowledge that the receipt of this election form
     is not intended to indicate the amount of any bonus that I
     will receive, or that an award will be made.  I further
     agree, as a condition to participate, to satisfy the
     following stock ownership guidelines.  (These guidelines
     take into account all sources of Company stock, such as
     Savings Plan accumulations, as well as stock units under
     this Plan, but not unexercised stock options or Management
     Incentive Units.)
     
     
                                              Time to Achieve
    Position              Guideline Target    Guideline Target

Chairman, CEO             5 Times Salary          5 Years

Vice Chairman, President, 4 Times Salary          5 Years
EVP, SVP

Group Presidents &        3 Times Salary          4 Years
Elected Officers

Other Participants        2 Times Salary          4 Years


    ________________________         ___________________
      Signature of Employee                  Date